SERVICE STC
SPECIAL TERMS AND CONDITIONS
FOR COLD STORAGE SERVICE

1. Preamble
A. All the Cold Storage Service contracts placed through GeM shall be governed by following set of Terms and Conditions:

I. General terms and conditions for Goods and Services.
II. Service STC contained in this document.
III. BID / Reverse Auction specific ATC

B. The above terms and conditions are in reverse order of precedence i.e.ATC supersedes Service specific S TC supersedes GTC, in case of any conflicting provisions.

C. This document represents a Special Terms and Conditions (STC) the Service Level Agreement (SLA) governing the contract between the Buyer and Service Provider. The purpose of this document is to outline the scope of work, Stakeholder’s obligation and terms and conditions of all services covered as mutually understood by the stakeholders.

2. Objectives and Goal

The objective of this document is to ensure that all the contractual terms and conditions are in place to ensure consistent delivery of services to buyer by service provider. The goals of this agreement are to:
⦁ Provide clear reference to service ownership, accountability, roles and responsibilities of both parties
⦁ Present a clear, concise and measurable description of services offered to the buyer
⦁ Establish terms and conditions for all the involved stakeholders, it also includes the actions to be taken in case of failure to comply with conditions specified
⦁ To ensure that both the parties understand the consequences in case of termination of services due to any of the stated reasons
The document will act as a reference document that both the parties have understood the above-mentioned terms and conditions and have agreed to comply by the same

3. Stakeholders

The main stakeholders associated with this agreement are:
a. Buyer: Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

b. Service Provider: Service provider is responsible to provide all the required services in timely mannerand to the satisfaction of buyer or its authorizedrepresentative. Service provider may also include  bidder/contractor/ cold storage owner, any authorized agents, permitted assignees, successors and nominees as per the context and as described in the agreement

The responsibilities and obligations of the stakeholders have been outlined in this document. The document also encompasses payment terms and penalties in case of non-adherence to the defined terms and conditions. 

4. Service Scope

⦁ Cold Storage – activity to be conducted by service provider to ensure maximum storage of goods, ensuring critical storage conditions of temperature, relative humidity, air circulation, light, ventilation requirement etc. 

⦁ Goods can be stored as per the buyer requirements, depending on the shelf lives of the products (e.g. Until the distribution process of the goods ahead from the Godown) 
⦁ Preservation, Maintenance & Security –
⦁ Preservation & Maintenance of goods/commodities kept as inventory in the cold storage, ensuring climate control, quality control, power back-up in case of an electricity issue etc.

⦁ Security to keep the warehouse safe even at downtimes. Ensuring the warehouse is safe from any kind of theft, deterioration, exploration etc. 

⦁ Physical Inspection of the Cold Storage- Physical Inspection of the Cold Storage by the buyer before the awarding of contract.
⦁ GPS location of the Cold Storage from the point of origin to the railway shed/port/Godown.

⦁ Ensuring inventory management – temperature control, use of pre-cooling method, maintenance of cold storage equipment’s ( eg. cold storage humidifier, cold room cabinets, indoor cooling unit etc.)

5. Terms & Conditions –

5.1 Buyers Role & Responsibilities

1. Officials from the buyer will visit the cold storage and provide clearance for utilization for the cold storage with required actions for open points which need to be addressed. Warehouse owner shall address the points raised by the committee and confirm within 7 days from the date of list of open points received/buyer’s visit date.

2. The goods stored in the warehouse can be inspected by the authorized representative of the buyer at any time.

3. Buyer can provide timely instruction to the service provider for maintenance, cleaning or any specific requirement related to product hygiene.

4. Buyer shall not be responsible for fluctuation of the market rate. The service provider shall be required to provide the storage at agreed rate only. Buyer will not be responsible for the losses incurred to the service provider due to change in Government decisions, natural calamities, or any such occurrence which are beyond the control of the buyer.

5. Buyer will issue all required documents within reasonable time required by the Service Provider for carrying out the services.

6. Buyer shall allow the Service Provider to visit the site or premises for carrying out work/duty.

7. Buyer can vacate cold storage by giving one month notice period without showing any reason. Service provider may also ask the buyer to vacate warehouse by giving notice of 30 days.

8. Price Variation Clause:

"It is advisable to include Price Variation Clause in the long term contracts to take care of the increase/decrease in prices of various ingredients which majorly affect the overall price of the service. Buyers are therefore advised to include the Price Variation Clause (PVC) in the bid document through ATC for long term contracts. The additional payment, if any, on account of PVC can be done offline till such time online functionality is developed on GeM."

5.2 Service Provider Obligation

1. The Service Provider shall not transfer or assign or sublet any part of the service once agreed or any share or interest here in any manner or degree directly or indirectly to any person, firm or corporation whatsoever.

2. There should be proper approach road for movement of trucks/trailers up to the cold storage from the main high way.Similarly, there should be adequate internal roads to facilitate easy movement of trucks.

3. Officials from the buyer will visit cold store and provide clearance for utilization for cold store with required actions for open points which need to be addressed. Cold Store owner shall address the points raised by the committee and confirm within 7 days from the date of list of open points received/buyer’s visit date.

4. The goods stored in the cold store can be inspected by the authorized representative of the buyer at any time.

5. Electricity, security, Fumigation and spraying charges including cost of chemicals are to be borne by the service provider.

6. The hiring of space can be increased or decreased to 25-30% of the contract as per requirement of the buyer and cold store owner is abide to provide space accordingly if the cold store is selected by the buyer.All cold stores to be offered should be totally insured and as per Government rules & regulations if any duty/fee/tax is payable then it is the sole responsibility of cold store owner to observe and clear all formalities from the appropriate Government authorities.

7. The service provider shall obtain and maintain at its own expense for the duration of this contract, appropriate insurance coverage with appropriate loss limits for this contract, including any such insurance as required by the law of the country of incorporation or license and by the country where the work or service is to be performed. Upon request the cold storage shall provide the Purchaser with certificates of insurance for this insurance coverage. 

8. The service provider shall hold all valid licenses issued by the Competent Authority, clear title of property, valid PAN, GST & TIN Number etc. and up to date tax clearance certificate from the concerned authority.

9. The cold store owner/service provider shall be responsible to keep the cold store neat and clean to protect the goods. If the store owner fails to do so, buyer reserves the right to clean the cold store of the party and recover/ adjust the charges from the party.

10. Cold storage should have the Proper drainage, Boundary wall/fencing, Electricity, water, toilets, and fire fighting equipment. The list is illustrative and not exhaustive.

11. It would be the responsibility of the Cold Storage to ensure that the quality of material remains unadulterated during the loading/unloading and storage period. Any damage to the product while loading/unloading or during storage period will be in cold storages’ purview and is the responsibility of cold store owner. If buyer finds any deterioration in the product quality due to lack of proper care taken at the cold store, buyer may cancel the contract with immediate effect/ initiate legal actions against the cold store or ask the cold storage to make the payment for the equivalent amount of the quantity of material, in question.

12. The service provider shall be liable for ensuring compliance with the provisions of all applicable laws including but not limited to Labour Law [Central/State], Workmen Compensation Act, EPF Laws, ESI Laws, Income tax laws and Minimum Wages Laws, Contract Labour (Regulations Abolition Act), and any other relevant acts as may become applicable during the tenure of the contract. The onus of compliance to all the applicable Laws/Acts/Rules shall rest with the service provider only and the buyer will not be liable for any non-compliance. 

13. Independent Contractors

The relationship between Buyer and service provider under this agreement is that of principal to principal basis and neither party shall have the power or authority to bind or obligate the other party except as expressly set forth in this Agreement. Therefore, neither Service Provider nor the personnel of the Service Provider shall become the employee of the Buyer under this Agreement. The Buyer shall also not be liable to the service provider nor its personnel, beyond the scope and the fees as mentioned in the STC. For the sake of clarity it is stated that Buyer shall not be responsible for any claim such as salary or allowances, bonus, compensation, damages or anything arising out of their employment/duty under this STC. The Service Provider shall make them known about this position in writing before deploying the personnel to the Buyer site. The Buyer shall in no way be responsible for the violation of any laws from the time being in force, either by the Service Provider or its employees.

14. Service provider is advised to comply with the instruction issued by Government of India, Ministry of Labour and Employment, Chief Labour Commissioner etc. from time to time regarding mode of payment of wages to workers.

15. The service provider shall pay not less than minimum wages to the workers engaged by them on either time rate basis or piece rate basis on the work.

16. Welfare and Health of Contract Labour, Duties and responsibilities of the contractor- The service provider shall comply with the provisions as regards provision of canteen/rest room, Urinal, washing facilities, first aid facilities etc for the employees as contained in the Contract Labour (Regulation & Abolition) Act 1970 and other applicable laws as amended from time to time.

17. Cold storage shall ensure to keep a record of unloading temperature of the goods every day and record of the same shall be ready for presentation as and when required by the buyer.

18. The storage temperature as defined and agreed shall be maintained by the deep freeze owner, who shall be solely responsible for any type of default in temperature maintenance and storage condition.

19. Cold storage owner has to maintain FIFO system strictly for the incoming and outgoing stock to and from Cold Storage and make available all records for the buyer’s verification as and when required by the buyer. Cold store shall further carry out all administrative measures to keeps the records meaningful.

20. For any shortages in material reported an equivalent amount shall be deducted from the Cold Store’s invoice.

21. Cold Store shall make its own arrangement for loading/unloading of material in case of any break down in the system or in case of an emergency at the cold store i.e. ammonia leakage, fire etc. Any damage due to such negligence may attract heavy penalty.

22. Service provider cannot refuse to provide material in any case or cannot hold the material supply in any case as buyer has sole ownership of material stored in the cold store and such activity of the cold store would affect the operations of the buyer. In case any such incidence is reported, then penalty + applicable GST will be levied on cold store owner which may be deemed fit by management and will be deducted from the amount payable to cold store owner.

23. Delivery and/or performance must be completed within the terms stated in the contract. Purchaser reserves the right to cancel the purchase order without liability and to charge the service provider with any loss incurred as a result ofservice provider’s failure to fulfil its obligation to deliver within the term specified. 

24. The invoice should be raised by the cold store owner at the end of every month on approved rate as per the contract. Payment will be done on submission of invoices in duplicate subject to deduction of TDS within 15 days for monthly storage.

25. No advance payment shall be made to the service provider under any circumstances.

6. Payment Terms

i.The Payment Procedure shall be as specified in the General Terms and Conditions of GeM and the Payment Schedule will be as defined by the buyer.

ii.The payment will be made to the service provider as defined by the buyer on submission of the invoice by the service provider and after deducting penalty amount, if any.

7. Formula Used –

Total Price = A (Lumpsum Quote)

8. Breach of Contract and Penalties

(i) Breach of SLA is defined as performance lower than requisite performance in this agreement.
(ii) Penalties will be levied on the service provider, for the violation of Service Level Agreement of the contract as mentioned below: